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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

RTEVA, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

9330 Zionsville Road

Indianapolis, Indiana 46268

March 10, 2023

LETTER FROM CHAIRMAN

AND CHIEF EXECUTIVE OFFICER

Dear Investor:

On behalf of the Board of Directors (the “Board”), we are pleased to invite you to the Annual Stockholder Meeting of Corteva, Inc. (“Annual Meeting”), which will be held virtually on April 21, 2023 at 8:00 a.m. Eastern Daylight Time. Included with this letter, you will find a notice setting forth the agenda for the Annual Meeting, along with our Proxy Statement discussing these agenda items in more detail and how to participate in the Annual Meeting.

Our Performance

Against the backdrop of strong agriculture markets and customer demand, our teams delivered solid performance in technology penetration, customer delivery and productivity that allowed us to exceed our financial targets for 2022, despite supply and other inflationary market disruptions. Given our strong results for the full year 2022, we returned more than $1.4 billion to stockholders during the year via dividends and share repurchases.

As an agriculture company, our innovation on behalf of customers and our commitment to their productivity is the foundation of our ability to deliver long-term value for our stockholders and help sustain the planet by contributing to a safe, secure food supply. Our technological advantaged, new seed technologies contributed significantly to the Company’s 18% growth in net sales in 2022, while our crop protection business secured 165 registration approvals and 90% of its new products met the Company’s sustainable innovation criteria. New crop protection product sales reached over $1.9 billion for the full year, an increase of more than 30% over prior year. Finally, revisions to our operating model to implement a global business-unit structure to support long-term operating performance and increase accountability and efficiency will allow us to optimize resource allocation, including investment in our research capabilities, to drive the long-term value creation for our stockholders and customers.

Your Highly Qualified Board of Directors

Your Board is recommending for election at this year’s Annual Meeting a slate of its current highly, qualified directors. Each of these individuals has been carefully vetted through recent board refreshment over the last several years to assure the right mix of expertise, experience, and perspective to provide the best possible oversight and guidance for the strategic direction of the Company. The board slate proposed is diverse and well-experienced in agriculture, chemical manufacturing, and innovation.

Engagement

We believe it is essential to engage with all our stakeholders to assure that a mix of perspectives helps guide our value creation strategy. In 2022, members of our management team as well as members of our Board engaged in constructive dialogue with stockholders representing approximately 39% of the Company’s outstanding common stock to hear their perspectives on the Company’s business and innovation strategy, corporate governance policies, sustainability initiatives, human capital management, and compensation practices.

Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. On behalf of the Board and management, we thank you for your continued investment in Corteva.

Sincerely,

LOGO

Gregory R. Page

Chair of Board

LOGO

Charles V. Magro

Chief Executive Officer and Director

LOGO

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

At the 2023 Annual Meeting of Stockholders (the “2023 Meeting”), stockholders will vote on the following matters either by proxy or in person:

Date:

April 21, 2023

Time:

8:00 a.m. Eastern Daylight Time

Location:

Virtually at –

www.virtualshareholdermeeting.com/CTVA2023

Agenda:

1. The election of 13 directors. The 13 nominees recommended by the Board of Directors are identified in the Proxy Statement.

2. Advisory resolution to approve the compensation of the Company’s named executive officers.

3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023.

4. Transaction of any other business as may properly come before the 2023 Meeting.

How to Vote

Your vote is important. Whether or not you plan on attending the 2023 Meeting, please vote your shares as soon as possible by internet, telephone or mail.

BY INTERNET

Follow the instructions on your enclosed proxy card

BY PHONE

Follow the instructions on your enclosed proxy card

BY MAIL

Use the postage-paid

envelope provided

The Board of Directors of Corteva, Inc. (the “Board”) has set the close of business on February 27, 2023, as the record date for determining stockholders who are entitled to receive notice of the 2023 Meeting and to vote.

Proof of stock ownership is necessary to attend the 2023 Meeting. The 2023 Meeting will be a completely virtual meeting with no physical meeting location. Please see page 3 of the Proxy Statement for more information on attending virtually.

As permitted by U.S. Securities and Exchange Commission (the “SEC”) rules, proxy materials were made available via the internet. Notice regarding the availability of proxy material and instructions on how to access those materials were mailed to certain stockholders of record on or about March 10, 2023 (the “Notice”). These instructions include how to vote online and how to request a paper copy of the proxy materials. This method of notice and access gives the Company the opportunity to deliver proxy materials to stockholders in a lower cost, more environmentally sound manner.

Thank you for your continued support and your interest in Corteva, Inc.

LOGO

Cornel B. Fuerer

Senior Vice President, General Counsel and Secretary

March 10, 2023

The Notice, Proxy Statement and Annual Report are available at www.proxyvote.com

Stockholders may request their proxy materials be delivered to them electronically in 2023 by visiting www.investordelivery.com

Cautionary Statement About Forward-Looking Statements

This Proxy Statement contains certain estimates and forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and may be identified by their use of words like “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates,” “outlook,” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about Corteva’s financial results or outlook; strategy for growth; product development; regulatory approvals; market position; capital allocation strategy; liquidity; environmental, social and governance (“ESG”) targets and initiatives; the anticipated benefits of acquisitions, restructuring actions, or cost savings initiatives; and the outcome of contingencies, such as litigation and environmental matters, are forward-looking statements.

Forward-looking statements and other estimates are based on certain assumptions and expectations of future events which may not be accurate or realized. Forward-looking statements and other estimates also involve risks and uncertainties, many of which are beyond Corteva’s control. While the list of factors presented below is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Corteva’s business, results of operations and financial condition. Some of the important factors that could cause Corteva’s actual results to differ materially from those projected in any such forward-looking statements include: (i) failure to successfully develop and commercialize Corteva’s pipeline; (ii) failure to obtain or maintain the necessary regulatory approvals for some of Corteva’s products; (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of Corteva’s biotechnology and other agricultural products; (iv) effect of changes in agricultural and related policies of governments and international organizations; (v) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (vi) effect of climate change and unpredictable seasonal and weather factors; (vii) failure to comply with competition and antitrust laws; (viii) effect of competition in Corteva’s industry; (ix) competitor’s establishment of an intermediary platform for distribution of Corteva’s products; (x) impact of Corteva’s dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xi) effect of volatility in Corteva’s input costs; (xii) risk related to geopolitical and military conflict; (xiii) effect of industrial espionage and other disruptions to Corteva’s supply chain, information technology or network systems; (xiv) risks related to environmental litigation and the indemnification obligations of legacy EIDP, Inc. liabilities in connection with the separation of Corteva; (xv) risks related to Corteva’s global operations; (xvi) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xvii) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to Corteva; (xviii) failure of Corteva’s customers to pay their debts to Corteva, including customer financing programs; (xix) increases in pension and other post-employment benefit plan funding obligations; (xx) capital markets sentiment towards ESG matters; (xxi) risks related to pandemics or epidemics; (xxii) Corteva’s intellectual property rights or defend against intellectual property claims asserted by others; (xxiii) effect of counterfeit products; (xxiv) Corteva’s dependence on intellectual property cross-license agreements; and (xxv) other risks related to its separation from DowDuPont, Inc.

Additionally, there may be other risks and uncertainties that Corteva is unable to currently identify or that Corteva does not currently expect to have a material impact on its business. Where, in any forward-looking statement or other estimate, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of Corteva’s management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Corteva disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law. A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” of our Annual Report on Form 10-K.

Our Website

No portion of the Company’s website, or the materials contained on it, have been made part of this Proxy Statement or our Annual Report on Form 10-K. Nor are any such portion of the Company’s website, or materials contained on it incorporated herein by reference, unless such incorporation is specifically mentioned herein.

2023 Annual Meeting of Stockholders

Corteva, Inc.

TABLE OF CONTENTS


Proxy Statement Summary			i

Voting and Attendance Procedures			1

Corporate Governance			5

Board of Directors			5
Corporate Governance Policies			6
Board Committees			9

Related Person Transactions			13

Our Policies			13

ESG Initiatives and Our Values			14

Agenda Item 1: Election of Directors			17

Board Composition			17
Director Nominees			20
Director Compensation			27
Equity Compensation Plan Information			28
Beneficial Ownership of Company Stock			29

Compensation Discussion and Analysis			30

Executive Summary			30
How We Determine Executive Compensation			33
Components of Our Executive Compensation Program			35
How We Manage Compensation Risk			38
2022 Compensation Decisions			39
2023 Compensation Design Changes			43

Compensation of Executive Officers			44

2022 Summary Compensation Table			44

2022 Grants of Plan-Base Awards			46
Outstanding Equity Awards			47
2022 Option Exercises and Stock Vested			48
Pension Benefits			48
Nonqualified Deferred Compensation			50
Potential Payments Upon Termination or Change in Control			51
Compensation Committee Interlocks and Insider Participation			53
Compensation Committee Report			53
CEO Pay Ratio			54
Pay For Performance			54


Agenda Item 2: Advisory Resolution to Approve Executive Compensation			59

Agenda Item 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm			60

Fees Paid to Independent Registered Public Accounting Firm			61
Audit Committee’s Pre-Approval Policies and Procedures			61
Report of the Audit Committee			62

Additional Information			63
Future Stockholder Proposals			63
Future Annual Meeting Business			63
Future Director Nominee Through Proxy Access			63
Multiple Stockholders With the Same Address			63
Electronic Delivery of Proxy Materials			64
Copies of Proxy Material and Annual Report			64

Corteva 2023 Proxy Statement | 1

LOGO

PROXY STATEMENT SUMMARY

Annual Meeting of Stockholders

Date and Time

Place

Record Date

April 21, 2023

8:00 a.m. Eastern Daylight Time

Virtually at:

www.virtualshareholdermeeting.com/CTVA2023

February 27, 2023

Meeting Agenda and Voting Recommendations



Agenda Item		Board Recommendation	Page
1:	ELECTION OF DIRECTORS	FOR ALL BOARD NOMINEES		17
2:	ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION	FOR		59
3:	RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	FOR		60

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Corteva 2023 Proxy Statement | i

PROXY STATEMENT SUMMARY

Corteva’s Background

Corteva is a U.S. based, pure-play agriculture company that provides farmers around the world the most complete portfolio in the industry — leveraging its global scale and comprehensive routes to market to deliver innovative agriculture solutions to its farmer customers and contribute to a sustainable global agricultural system. Corteva is ideally equipped to solve farmers’ productivity challenges through its balanced and diverse portfolio of seed and crop protection offerings. Corteva leverages the power of its unique distribution strategy, superior product pipeline, and unmatched customer relationships to deliver earnings growth, while taking actions across the organization to drive margin expansion and increase operating efficiency. At the same time, Corteva maintains a disciplined approach to capital allocation, balancing its investment in ongoing growth initiatives with enhancing the return of capital to stockholders.

ii | Corteva 2023 Proxy Statement

PROXY STATEMENT SUMMARY

Director Nominees

You are being asked to vote on the election of 13 directors: Lamberto Andreotti; Klaus A. Engel; David C. Everitt; Janet P. Giesselman; Karen H. Grimes; Michael O. Johanns; Rebecca B. Liebert; Marcos M. Lutz; Charles V. Magro, Nayaki R. Nayyar; Gregory R. Page; Kerry J. Preete; and Patrick J. Ward. All directors are elected annually. Detailed information about the Board nominees’ background, skills, diversity, and expertise can be found in Agenda Item 1: Election of Directors.

Name

Age

Current Position

Independent

Audit

Committee

Governance

and

Compliance

Committee

People and

Compensation

Committee

Sustainability
&

Innovation

Committee

Other

Current

Public

Boards

(As of the date of this Proxy Statement)

Lamberto Andreotti

Age 72

Retired Chair & Chief Executive Officer,
Bristol-Myers Squibb

🌑

Klaus A. Engel, Ph.D.

Age 66

Retired Chief Executive Officer, Evonik Industries

🌑

David C. Everitt

Age 70

Retired Agricultural & Turf Division President,
Deere & Company

🌑

Janet P. Giesselman

Age 68

Retired President and General Manager,
Dow Oil & Gas

🌑

Karen H. Grimes

Age 66

Retired Senior Managing Director & Partner,
Wellington Management

🌑

Michael O. Johanns

Age 72

Retired U.S. Senator and U.S. Secretary of Agriculture

🌑

Rebecca B. Liebert, Ph.D.

Age 55

Chief Executive Officer, The Lubrizol Corporation

🌑

Marcos M. Lutz

Age 53

Chief Executive Officer, Ultrapar Participações S.A.

🌑

Charles V. Magro

Age 53

Chief Executive Officer, Corteva, Inc.

Nayaki R. Nayyar

Age 52

Chief Executive Officer, Securonix, Inc.

🌑

Gregory R. Page

Age 71

Retired Chair & Chief Executive Officer,
Cargill, Incorporated

🌑

Kerry J. Preete

Age 62

Retired Executive VP & Chief Strategy Officer,
Monsanto Company

🌑

Patrick J. Ward

Age 59

Retired Chief Financial Officer, Cummins Inc.

🌑

C = Chair

Corteva 2023 Proxy Statement | iii

PROXY STATEMENT SUMMARY

The table below sets forth key metrics and attributes regarding our slate of director nominee slate.

Independence

92%

Average Tenure

3.1

years

Average Age

years

Gender

Diversity

31%

Ethnic/Racial

Diversity

15%

Non-U.S.

Born

54%

Corporate Governance Best Practices

As part of Corteva’s commitment to high ethical standards, the Board follows sound governance practices. These practices, which are summarized below, are described in more detail beginning on page 5 of the Proxy Statement and on the Company’s website at www.investors.corteva.com.

Board

Independence

Director

Elections

Board

Practices

Stock Ownership
Requirements

Stockholder

Rights

12 of 13 Director nominees are independent

Independent Board Committees

Annual Board elections

Director elections by a majority of votes cast

Directors not elected by a majority of votes cast are subject to the Company’s resignation policy

Independent Director executive sessions

Annual Board, Committee, and individual director evaluations

Director orientation and education

Non-employee directors are required to hold equity compensation until minimum holding requirement is met

Required to hold 5 times their annual cash retainer within 5 years

Executives and directors prohibited from hedging or pledging Company stock

Stockholder right to call special meetings (25% ownership threshold)

No super-majority stockholder voting requirements

Eligible stockholders are able to nominate directors through proxy access

iv | Corteva 2023 Proxy Statement

PROXY STATEMENT SUMMARY

The following summarizes key governance characteristics related to the executive compensation programs in which the named executive officers participate:

KEY EXECUTIVE COMPENSATION PRACTICES

✔ Use of performance metrics to align pay with performance with a structure designed to discourage excessive risk-taking

✔ Balancing short-term and long-term incentives using multiple performance metrics, which balance achieving near-term targets with investing for sustainable long-term growth through innovation

✔ Set rigorous stock ownership and retention requirements for our named executive officers

✔ Significant focus on performance-based pay

✔ Maintaining a compensation clawback policy

✔ Employ an independent compensation consultant to review and advise on executive compensation

✔ Use tally sheets to monitor executive compensation

✔ Regularly review the People and Compensation Committee charter to ensure independence and adherence to best practices and priorities

✔ Regularly review our peer group with the People and Compensation Committee to ensure appropriate benchmarking of our compensation programs

✔ Conducting annual say-on-pay votes

✓ Use an ESG modifier in our short-term incentive plan to hold executives accountable for incremental progress toward the Company’s ESG targets

✓ Maintain regular engagement with our investors on the Company’s strategy, governance, and compensation programs

✔ No single-trigger change in control agreements

✔ Prohibit hedging and pledging of Corteva securities by our executives and directors

✔ Prohibit option repricing, reloads, exchanges or options granted below market value

✔ No tax gross-ups on benefits and perquisites (except for limited mobility benefits)

✔ No dividends paid on unvested or unearned performance share units

Corteva 2023 Proxy Statement | v

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 21, 2023

The Notice, Proxy Statement and Annual Report are available at www.proxyvote.com

Stockholders may request their proxy materials be delivered to them electronically in 2023 by visiting www.investordelivery.com

VOTING AND ATTENDANCE PROCEDURES

In this Proxy Statement and the accompanying proxy material, including a proxy card, you will find information on the Board, the Board’s nominees for election to the Board, and two other agenda items to be voted upon at the 2023 Meeting and any adjournment or postponement of the 2023 Meeting. The background information in this Proxy Statement has been supplied to you at the request of the Board to help you decide how to vote and to provide information on the Company’s corporate governance and compensation practices. This Proxy Statement and the accompanying proxy card and other materials are first being distributed to stockholders on or about March 10, 2023.

Vote Your Shares in Advance

You may vote your shares by internet, telephone, or signing and returning the enclosed proxy or other voting instruction form. Your shares will be voted only if the proxy or voting instruction form is properly executed and received before the polls are closed at the 2023 Meeting. Except as provided below with respect to shares held in employee savings plans, if no specific instructions are given by you when you execute your voting instruction form, as explained on the form, your shares will be voted as recommended by the Board.

Changing Your Vote

You may change or revoke your proxy or voting instructions at any time before their use at the 2023 Meeting by (a) submitting another proxy or voting form on a later date, or (b) attending and voting at the 2023 Meeting. Your attendance at the 2023 Meeting will not automatically revoke your proxy unless you vote again at the 2023 Meeting. Be sure to submit votes for each separate account in which you hold Corteva common stock.

Recommendations of the Board

The Board recommends that you vote your shares on your proxy card or voting instruction form as follows:

•

FOR ALL of the directors nominated by the Board;

•

FOR the approval, on a non-binding advisory basis, of the compensation paid to Corteva’s named executive officers;

•

FOR the ratification of PwC as Corteva’s independent registered public accountants for fiscal year 2023.

Confidential Voting

The Company maintains vote confidentiality. Proxies and ballots of all stockholders are kept confidential from the Company’s management and Board unless disclosure is required by law and in other limited circumstances. Our policy further provides that employees may confidentially vote their shares of Company stock held by employee savings plans, and we have appointed an independent tabulator and Inspectors of Election for the 2023 Meeting.

Dividend Reinvestment Plan Shares and Employee Savings Plan Shares

If you are enrolled in the direct stock purchase plan and the dividend reinvestment plan administered by Computershare Trust Company, N.A. (“Computershare”), the Corteva common stock owned on the record date by you directly in registered form, plus all shares of common stock held for you at Computershare, will appear together on a single proxy voting form. If no instructions are provided by you on an executed proxy voting form, your shares at Computershare will be voted as recommended by the Board.

Corteva 2023 Proxy Statement | 1

VOTING AND ATTENDANCE PROCEDURES

Participants in various employee savings plans will receive a voting instruction form. Your executed form will provide voting instructions to the respective plan trustee. If no instructions are provided, the plan trustees and/or administrators for the relevant employee savings plan will vote the shares according to the provisions of the relevant employee savings plan. To allow sufficient time for voting, your voting instructions must be received by 11:59 p.m. Eastern Daylight Time (“EDT”) on April 18, 2023. You may not vote your shares held in an employee savings plan in person at the 2023 Meeting.

Shares Outstanding and Quorum

At the close of business on the record date, February 27, 2023, there were 712,605,421 shares of Corteva, Inc. common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote. The holders of at least 50% of the issued and outstanding shares of common stock entitled to vote that are present in person or represented by proxy constitute a quorum for the transaction of business at the 2023 Meeting.

Votes Required

For Agenda Item 1: Election of Directors, each nominee must receive the affirmative vote of a majority of votes cast with respect to each director nominee will be required for the nominee to be elected. A majority of votes cast means that each nominee must receive more FOR votes than AGAINST votes in order to be elected. For all other Agenda Items to be presented for a vote at the 2023 Meeting (Agenda Items 2 and 3), each such item must receive more FOR votes than AGAINST votes in order to be approved. Abstentions will be included in determining the presence of a quorum at the 2023 Meeting, but will not be counted or have an effect on the outcome of any matter except as specified below with respect to Agenda Item 3.

Broker Non-Votes

A broker non-vote occurs when brokers, banks, or other nominees holding shares for a beneficial owner have discretionary authority to vote on “routine” matters brought before a stockholder meeting, but the beneficial owner of the shares fails to provide the broker, bank, or other nominee with specific instructions on how to vote any “non-routine” matters brought to a vote at the stockholders meeting.

Under the rules of the New York Stock Exchange, brokers, banks, and other nominees will be entitled to vote your shares on “routine” matters without instructions from you. The only proposal that would be considered “routine” in such event is Agenda Item 3, the proposal for the ratification of the appointment of PwC as Corteva’s independent registered public accountants for fiscal year 2023. A broker, bank, or other nominee will not be entitled to vote your shares on any “non-routine” matters, absent instructions from you. “Non-routine” matters include the election of directors and the approval, on a non-binding advisory basis, of the compensation paid to Corteva’s named executive officers.

Consequently, if you receive proxy materials only from Corteva and you do not submit any voting instructions to your broker, bank, or other nominee, your broker, bank, or other nominee may exercise its discretion to vote your shares on the proposal to ratify the appointment of PwC. If your shares are voted on this proposal as directed by your broker, bank, or other nominee, your shares will constitute broker non-votes on each of the other proposals. Broker non-votes will count for purposes of determining whether a quorum exists, but will not be counted as votes cast with respect to such proposals.

A list of stockholders of record entitled to vote shall be open to any stockholder for any purpose relevant to the 2023 Meeting for ten days before the 2023 Meeting, during normal business hours, at the Office of the Corporate Secretary.

How Votes Are Counted

If you submit a validly executed proxy card or voting instruction form but do not specify how you want to vote your shares with respect to a particular proposal, then your shares will be voted in line with the Board’s recommendations with respect to any such proposal, i.e., (i) FOR the election of the Board’s 13 director nominees; (ii) FOR the non-binding advisory resolution approving the compensation paid to Corteva’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion; and (iii) FOR the ratification of the appointment of PwC as Corteva’s independent public accounting firm for fiscal year 2023. If you submit a proxy card marked “abstain” on any item, your shares will not be voted on that item so marked and your vote will not be included in determining the number of votes cast on that matter.

2 | Corteva 2023 Proxy Statement

VOTING AND ATTENDANCE PROCEDURES

If your shares are held of record by a bank, broker, or other nominee, Corteva urges you to give instructions to your bank, broker, or other nominee as to how you wish your shares to be voted so you may participate in the stockholder voting at the 2023 Meeting.

As of the date of this Proxy Statement, the Board knows of no business other than that set forth above to be transacted at the 2023 Meeting, but if other matters requiring a vote do arise, it is the intention of the persons named in the proxy card to whom you are granting your proxy to vote in accordance with their good faith business judgment as to what is in the best interests of Corteva on such matters.

Proxy Solicitation on Behalf of the Board

Corteva is soliciting proxies to provide an opportunity for all stockholders to vote, whether or not the stockholders are able to attend the 2023 Meeting or an adjournment or postponement thereof. Directors, officers and employees may solicit proxies on behalf of the Company’s Board in person, by mail, by telephone or by electronic communication. The proxy representatives of the Board will not be specially compensated for their services in this regard. Corteva will reimburse brokers and other nominees for their expenses in forwarding proxy solicitation materials to holders.

Attending the 2023 Meeting

Our 2023 Meeting will be a completely virtual meeting with no physical meeting location. The meeting will only be conducted via live webcast. We believe this format will allow for greater participation of our stockholders generally, and reduced expense to the Company, and is consistent with the Company’s core values to live safely. Conducting a virtual meeting will also allow stockholders whose travel may be restricted to partake in the meeting.

Attendance at the 2023 Meeting or any adjournment or postponement thereof will be limited to stockholders of the Company as of the close of business on the record date and invited guests of the Company. To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/CTVA2023 and enter the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card, or on the voting instructions that accompanied your proxy materials.

We are committed to ensuring our stockholders have the same rights and opportunities to participate in the 2023 Meeting as if it been held in a physical location.

Stockholders may log into www.proxyvote.com if they want to submit questions in advance of the meeting. Pre-meeting questions will be cut-off at 11:59 p.m. EDT on April 18, 2023 to provide the Company time to respond and post both the questions and responses at the 2023 Meeting.

The 2023 Meeting will begin promptly at 8:00 a.m. EDT on April 21, 2023 and stockholders will have another opportunity to ask questions during the meeting. If you want to submit your question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/CTVA2023, type your question into the “Ask a Question” field, and click “Submit.”

Questions pertinent to meeting matters will be answered in connection with the 2023 Meeting, subject to reasonable time constraints. Questions regarding personal matters, including those related to employment or product or service issues, are not pertinent to meeting matters and therefore will not be answered. The Rules of Conduct for the 2023 Meeting will be available on the meeting platform, as well as Corteva’s investor relations website, www.investors.corteva.com. Questions answered in connection with the 2023 Meeting will be posted to the Company’s investor relations website, www.investors.corteva.com, following the conclusion of the 2023 Meeting.

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or the meeting, please call the technical support number that will be posted on the virtual meeting platform log-in page. Technical support will be available starting at 7:45 a.m. EDT on April 21, 2023 and through the conclusion of the 2023 Meeting.

Corteva 2023 Proxy Statement | 3

VOTING AND ATTENDANCE PROCEDURES

Other Matters

The Board does not intend to present any business at the 2023 Meeting that is not described in this Proxy Statement. The enclosed proxy or other voting instruction form confers upon the designated persons the discretion to vote the shares represented in accordance with their best judgment. Such discretionary authority extends to any other properly presented matter. The Board is not aware of any other matter that may properly be presented for action at the 2023 Meeting.

4 | Corteva 2023 Proxy Statement

CORPORATE GOVERNANCE

Strong corporate governance supports our core values, and, as a result, Corteva is committed to applying sound corporate governance practices, which align with the interests of our stockholders and ensure the highest levels of integrity in the operation of our Board. Within this section, you will find information about our Board and corporate governance policies and practices.

BOARD OF DIRECTORS

Nomination Process. All candidates for Board membership are evaluated by the Governance and Compliance Committee. In evaluating candidates, including existing Board members, the Governance and Compliance Committee considers an individual candidate’s personal and professional responsibilities and experiences, the then-current composition of the Board, the diversity of the then-current Board, and the challenges and needs of the Company in an effort to ensure that the Board, at any time, is comprised of a diverse group of members who, individually and collectively, best serve the needs of the Company and its stockholders. The Governance and Compliance Committee may also consider recommendations from leading, global third-party search firms, whose function is to assist in identifying qualified candidates and to validate the background and reputation of any potential candidates. In general, and in giving due consideration to the composition of the Board at the time a candidate is being considered, the Governance and Compliance Committee considers each potential nominee’s:

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integrity and demonstrated high ethical standards;

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experience with business administration processes and principles;

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ability to express opinions, raise difficult questions, and make informed, independent judgments;

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knowledge, experience, and skills in one or more specialty areas (such as accounting or finance, legal, regulatory or governmental affairs, human capital management, product development, agriculture or chemical industry, technology, global operations, or corporate strategy, among others);

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ability to devote sufficient time to prepare for and attend Board meetings;

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willingness and ability to work with other members of the Board in an open and constructive manner;

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ability to communicate clearly and persuasively; and

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diversity with respect to other characteristics, which may include, gender, age, ethnicity, race, nationality, skills, and experience.

Diversity. The Board is committed to diversity and inclusion at the Board level and throughout Corteva. We have taken steps to identify diverse candidates, particularly with respect to gender, ethnicity, race, nationality, age, skills, and experience in the context of the needs of the Board in the pool of potential candidates under consideration, while balancing the need to identify candidates for nomination that add to, or otherwise complement, the skills and qualifications of its existing members through regular refreshment of our Board. During any Board refreshment process, we evaluate opportunities to make our Board more representative of the communities and geographies we operate.

Stockholder Nomination Process. Stockholders who wish to submit names to be considered by the Governance and Compliance Committee for nomination for election to the Board of Directors may do so by contacting us through the Corporate Secretary Office, Corteva, Inc., 974 Centre Road, Building 735, Wilmington, Delaware 19805 and should submit the following information:

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the name and record address of the stockholder of record making such nomination and any other person on whose behalf the nomination is being made, and of the person or persons to be nominated,

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the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such stockholder or such other person,

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a description of all arrangements or understandings between such stockholder and any such other person or persons or any nominee or nominees in connection with the nomination by such stockholder,

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such other information regarding each nominee proposed by such stockholder as would be required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required to be disclosed, pursuant to the rules of the Securities and Exchange Commission had the nominee been nominated or intended to be nominated by the Board of Directors, and shall include a consent signed by each such nominee to be named in the proxy statement for the annual meeting as a nominee and to serve as a director of the Company if so elected,

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a representation that such stockholder intends to appear in person or by proxy at the annual meeting to make such nomination,

Corteva 2023 Proxy Statement | 5

CORPORATE GOVERNANCE

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a duly executed representation that, if elected as a director of the Company, the proposed nominee shall comply with the Company’s Code of Business Ethics and Board of Director’s Governance Guidelines in all respects, share ownership and trading policies and guidelines and any other Company policies and guidelines applicable to directors, as well as any applicable law, rule, or regulation or listing requirement, and

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a completed and duly executed written questionnaire with respect to the background of the nominating stockholder and any other person or entity on whose behalf, directly or indirectly, the nomination is being made (which questionnaire shall be provided by the Corporate Secretary upon written request).

Stockholders wishing to nominate a director should follow the specific procedures set forth in the Company’s Bylaws.

CORPORATE GOVERNANCE POLICIES

Director Independence. The Board of Directors has made the determination that all director nominees standing for election, except Mr. Magro, are independent according to the applicable rules and regulations of the Securities and Exchange Commission, and the New York Stock Exchange listing standards. It is the policy of the Board of Directors that every member of the Audit, People and Compensation, and Governance and Compliance Committees should be an independent director. The charters of each of these committees and the Board of Directors Corporate Governance Guidelines are available free of charge on the “Governance” section of the Company’s website at www.investors.corteva.com or upon written request to Corteva, Inc., 974 Centre Road, Building 735, Wilmington, Delaware 19805, Attention: Corporate Secretary Office. Changes to any committee charter or the Corporate Governance Guidelines will be reflected on the Company’s website.

Board Leadership Structure. Mr. Page is an independent director and currently serves as Chair of the Board of Directors. Our Corporate Governance Guidelines require the appointment of an independent Lead Director if our Chair is not independent. The term of any such Lead Director would be expected to be at least one year. We believe having an independent chair (or independent Lead Director, in an independent chair’s absence) focused on risk oversight, best positions our CEO to focus on strategic execution.

Risk Oversight. Risk is inherent in every material business activity that we undertake. Our business exposes us to strategic, regulatory, market, financial compliance, operational, and reputational risks. We utilize an enterprise risk management program to identify Corteva’s most significant risks and prioritize our risk mitigation activities and resources. To support our corporate goals and objectives, risk appetite, and business and risk mitigation strategies, we maintain a governance structure that delineates the responsibilities for risk management activities, and the governance and oversight of those activities, between management and our Board.

Our enterprise risk management program is managed by the Company’s risk director, who supports the Company’s management in setting the Company’s risk appetite and in the identification and prioritization of Company risks and risk mitigation activities. The risk director reports to the Company’s Vice President, Chief Risk and Compliance Officer, who in turn reports to our Senior Vice President, General Counsel. The Governance and Compliance Committee retains oversight of the enterprise risk management program and the recommendations for delegations of the oversight of certain risks to the Board’s committees. In addition to management providing the Board directly and through its committees regular enterprise risk management program updates through the year, the Vice President, Chief Risk and Compliance Officer has regularly scheduled executive sessions with the Governance and Compliance Committee.

The Board is committed to strong, independent oversight of management and risk through a governance structure that includes our Board committees. Under our structure, it is management’s responsibility to manage risk and bring to the Board’s attention risks that are significant to the Company. The Board has oversight responsibility for the process established to report and monitor the most significant risks applicable to the Company. The Board administers its risk oversight role directly and through its committee structure and the committees’ provide regular reports to the full Board at Board meetings. The Board divides its risk oversight responsibilities between itself and its committees by having each review or assess key issues or areas of responsibility as follows:

Board of Directors

• Strategic, financial, and execution risks and exposures associated with our annual and multi-year business plans and capital allocation strategy

• Acquisitions and divestitures

• Major litigation, investigations, and other matters that present material risk to our operations, plans, prospects, or reputation

• Business continuity

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CORPORATE GOVERNANCE

Audit Committee

• Risks associated with financial accounting matters, including financial reporting, accounting, disclosure, and internal controls over financial reporting

• Supervision and selection of our external and internal auditors

• Cybersecurity and ransomware risks

People and Compensation Committee

• Risks related to the design of our executive compensation programs, plans, and arrangements

• Succession planning and human capital management

• Inclusion, diversity, and equity strategies and targets

Governance and Compliance Committee

• Governance structures and processes

• Director succession planning

• Compliance and ethics programs

• Enterprise risk management program

• Our positions on public policy matters and political giving

• Environmental, health, and safety risk management programs

Sustainability and Innovation Committee

• Our innovation pipeline and research and development practices

• Sustainability strategy, programs, policies, and disclosure practices

• Climate change strategy, goals, and targets, including greenhouse gas emissions

Meetings. During 2022, the Board met eleven times. The Board’s standing committees met the number of times shown below:

Our Corporate Governance Guidelines provide an expectation that the members of our Board of Directors attend all meetings of the Board a

Number of

Meetings

People and Compensation

Governance and Compliance

Sustainability and Innovation

SEC Form DEF 14A filed by Corteva Inc.